0001145443-02-000360 Sample Contracts

LICENSE AGREEMENT
License Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California

CONFIDENTIAL EXECUTION COPY TABLE OF CONTENTS PAGE ---- ARTICLE 1 DEFINITIONS AND CONSTRUCTION.........................................2 ----------------------------- 1.1 Definitions..................................................2 1.2 Interpretation and Construction.............................16 ARTICLE 2 ASSETS AND LIABILITIES..............................................17 ----------------------- 2.1 Acquired Assets.............................................17 2.2 Excluded Assets.............................................18 2.3 Assumed Liabilities.........................................19 2.4 Excluded Liabilities........................................20 2.5 Treatment of Consent Required Contracts After Closing Date..20 ARTICLE 3 CLOSING AND PURCHASE PRICE..........................................21 --------------------------- 3.1 Closing.....................................................21 3.2 Purchase Price..............................................21 3.3 Closing Date

TRANSITIONAL SERVICES AGREEMENT
Transitional Services Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California

This Transitional Services Agreement (the "Agreement") is entered into between Tekelec, a California corporation ("Tekelec"), and Catapult Communications Corporation, a Nevada corporation ("Catapult"). Tekelec and Catapult are sometimes referred to herein individually as a "party" or together as the "parties." This Agreement is entered into on July 15, 2002, in connection with the execution of and pursuant to the Asset Purchase Agreement (as defined below) and shall become effective upon the Closing Date (as defined below).

PROJECT ISLAND REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of July 15, 2002, between Catapult Communications Corporation, a Nevada corporation ("CATAPULT"), and Tekelec, a California corporation ("Tekelec"). This Agreement shall become effective on the date of, and is contingent upon, the closing of the Acquisition (as defined herein) (the "EFFECTIVE DATE").

SUBORDINATED GUARANTY
Subordinated Guaranty • August 14th, 2002 • Catapult Communications Corp • Services-prepackaged software • California
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